Terms of Service

These Terms of Service ("Terms") constitute a legal agreement between you ("you," "your," or "Customer") and Seagi Solutions Inc. (in formation, SEC filing pending) ("Seagi," "we," "us," or "our"), with registered offices at Camotes, Visayas, Philippines 6050.

By creating an account, signing a Statement of Work, or otherwise using the Seagi Platform (the "Platform"), you agree to be bound by these Terms. If you do not agree, you may not use the Platform.

Seagi provides a software platform for Philippine small businesses to manage their operations, including:

• Inventory and product catalog management
• Order entry and receipt generation
• Sales reporting and analytics
• Multi-staff access with role-based permissions

The Platform is offered on a subscription basis. Phase 2 features (e.g., PayMongo payment integration, hardware printer integration) are not included in the base subscription and will be quoted separately.

You must be at least 18 years of age and legally authorized to enter into binding contracts under Philippine law (Civil Code Art. 1327 and 1390 considerations). You must be the owner or duly-authorized representative of the business registering for the Platform.

Seagi is offered as a monthly subscription. Pricing is quoted per shop based on your workflow, staff setup, and operational needs, and is set out in the Statement of Work or order form you sign with us before activation.

Your subscription includes hosting, security, software updates, in-person onboarding and setup assistance, and direct local support during business hours. There is no separate setup fee and no tiered add-on pricing.

Subscriptions are billed monthly in advance. All fees are exclusive of applicable VAT and other taxes. Pricing for your account will not change without at least 90 days' written notice to you.

Late payments may result in service suspension after 30 days past due, and termination after 60 days past due, subject to the cure-and-notice provisions of Section 5.

These Terms remain in effect as long as you maintain an active account. Either party may terminate the agreement with 30 days' written notice.

Upon termination:

• We will provide you with a full export of your data within 14 days, in a structured, commonly-used, machine-readable format, consistent with the right to data portability under RA 10173 §16
• We will delete or anonymize your personal data per our Privacy Policy retention schedule
• Outstanding fees remain payable; no refunds for partial months
• We may immediately suspend or terminate for material breach (e.g., non-payment for more than 60 days, illegal use, security violations), subject to a reasonable cure period where practicable

You are responsible for:

• Maintaining the confidentiality of your login credentials
• All activity that occurs under your account
• Ensuring your staff use the Platform only for lawful purposes
• Complying with all applicable Philippine laws (including but not limited to BIR, DTI, LGU, and consumer-protection regulations)
• The accuracy of data you input into the Platform
• Securing your devices and networks
• Notifying us immediately of any suspected unauthorized access
• Obtaining any consents required from your own end-customers under RA 10173 for the personal data you input into the Platform on their behalf

You agree NOT to:

• Use the Platform for any illegal purpose (including violations of RA 10175 — Cybercrime Prevention Act)
• Circumvent or attempt to circumvent security measures
• Reverse engineer, decompile, or extract source code
• Resell, sublicense, or redistribute Platform access without our written consent
• Use the Platform to harass, defraud, or harm others
• Upload malicious code, viruses, or harmful content
• Scrape, mine, or extract data beyond your own business data
• Impersonate another business or individual

Our IP: The Platform, including all software, design, brand marks, documentation, and underlying technology, is the exclusive property of Seagi, protected under the Intellectual Property Code of the Philippines (RA 8293). We grant you a non-exclusive, non-transferable, revocable license to use the Platform during your subscription term.

Your data: You retain all rights, title, and interest in the business data you input or upload (menu, orders, customer names, reports). We process this data only as your service provider, on your behalf, per our Privacy Policy.

Feedback: Any suggestions, ideas, or feedback you provide may be used by us without obligation or compensation, provided it does not include your confidential business information.

Our collection, use, and protection of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. By accepting these Terms, you also accept the Privacy Policy.

We process personal data in compliance with the Philippine Data Privacy Act of 2012 (RA 10173) and applicable NPC circulars.

Service level: We target 99% uptime on a best-effort basis. Scheduled maintenance windows will be announced at least 48 hours in advance where possible.

Force majeure: We are not liable for service interruptions caused by events beyond our reasonable control, including natural disasters, internet service provider failures, government actions, or pandemic-related disruptions, consistent with Civil Code Art. 1174.

Beta features: Some features may be offered as "beta" or "preview." These are provided as-is, may be unstable, and may be modified or discontinued without notice.

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY PHILIPPINE LAW.

TO THE MAXIMUM EXTENT PERMITTED BY PHILIPPINE LAW, OUR TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE FEES YOU PAID US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

WE ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY.

Nothing in this Section limits liability that cannot be excluded under Philippine law, including liability for gross negligence, willful misconduct, or fraud.

You agree to indemnify, defend, and hold harmless Seagi, its directors, employees, agents, and affiliates from any claims, losses, damages, liabilities, and expenses (including reasonable attorney's fees) arising from:

• Your breach of these Terms
• Your violation of applicable law
• Your business operations conducted through the Platform
• Disputes between you and your end-customers (cafe customers, etc.)
• Your failure to obtain required consents from your end-customers under RA 10173

These Terms shall be governed by and construed in accordance with the laws of the Republic of the Philippines, without regard to conflict of law principles.

Any dispute arising from or related to these Terms shall first be addressed through good-faith negotiation. If unresolved within 30 days, the parties shall attempt mediation under the rules of the Philippine Dispute Resolution Center, Inc. (PDRCI) or another mutually-agreed mediator, per the Alternative Dispute Resolution Act of 2004 (RA 9285).

If mediation fails to resolve the dispute within 60 days, the dispute shall be submitted to the exclusive jurisdiction of the proper courts of Cebu, Philippines.

Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual property or confidential information.